Amendment to Investor Registration Rights Agreement between Cornell Capital Partners, LP and Power Technology, Inc.

Summary

Cornell Capital Partners, LP and Power Technology, Inc. have agreed to amend their existing Investor Registration Rights Agreement. The amendment extends the deadlines for filing and obtaining SEC effectiveness of a registration statement to July 1, 2005, and October 1, 2005, respectively. Cornell also waives any liquidated damages that may have accrued up to this point. All other terms of the original agreement remain unchanged.

EX-10.7 8 v17851_ex10-7.txt Exhibit 10.7 Cornell Capital Partners, LP 101 Hudson Street, Suite 3700 Jersey City, New Jersey 07092 May 10, 2005 Power Technology, Inc. 109 North Post Oak Lane, Suite 422 Houston, TX 77024 Attention: Bernard J. Walter Re: Amendment to Investor Registration Rights Agreement in Connection with the Securities Purchase Agreement. Dear Mr. Walter: This letter sets out the agreement among Cornell Capital Partners, LP ("Cornell") and Power Technology, Inc. (the "Company") regarding amendments to the Investor Registration Rights Agreement dated August 27, 2004 (the "Registration Rights Agreement"). Cornell and the Company agree to extend the Scheduled Filing Deadline referenced in Section 2(a) of the Registration Rights Agreement to July 1, 2005. The parties further agree to extend the Scheduled Effective Deadline referenced in Section 2(b) of the Registration Rights Agreement to October 1, 2005. The Scheduled Filing Deadline shall hereinafter be July 1, 2005, and the Scheduled Effective Deadline shall hereinafter be October 1, 2005. Cornell further agrees to waive any Liquidated Damages pursuant to Section 2(c) of the Registration Rights Agreement that may have accrued to date. Liquidated Damages shall begin to accrue if the Registration Statement is not filed by the amended Scheduled Filing Deadline specified above or if the Registration Statement is not declared effective by the SEC by the amended Scheduled Effective Deadline, in accordance with the Registration Rights Agreement, as hereby amended. Except as expressly set forth above, all of the terms and conditions of the Registration Rights Agreement shall continue in full force and effect, and shall not be in any way changed, modified or superseded. All capitalized terms not defined herein shall have the meaning assigned to them in the Registration Rights Agreement. Please indicate your agreement to the foregoing by signing below where indicated. Sincerely, CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: -------------------------------- Name: Mark Angelo Its: President and Portfolio Manager Acknowledged and Agreed on May ___, 2005: POWER TECHNOLOGY, INC. By: --------------------------------- Name: Bernard J. Walter Title: President